PATENT SEARCH SERVICE AGREEMENT
This agreement (the Agreement) is made and entered into by and between Client and Enhance Product Development, Inc. (hereafter referred to as Enhance).
In consideration of the mutual covenants made herein, the parties agree as follows:
1. Services. Enhance agrees to provide a patent search and legal opinion of patentability (the legal aspects of the services shall be performed by the law firm Jimenez Law Firm, Inc. or Gutwein Law) for Client for the fee specified on the website ($399).
2. Confidentiality. Enhance acknowledges that they may be furnished or may otherwise receive or have access to information which relates to the Client’s past, present or future products, creative works, marketing strategies, pending projects and proposals, and other proprietary information (the Proprietary Information). Enhance agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, disclosed pursuant to this Agreement to Enhance. In addition, Enhance shall not disclose or disseminate the Proprietary Information to any third party other than subcontractors bound by similar confidentiality terms and shall not use the Proprietary Information for the benefit of any third party.
3. Compensation. Client agrees to pay Enhance an amount of $399 for the patent search. If the parameters of the Work change, Enhance will inform Client and the parties can discuss any additional charges. Enhance will invoice for the total cost before Enhance begins the work. Enhance is responsible for the payment of all federal, state and/or local taxes with respect to the services it performs for the client as an independent contractor. The Client will not treat Enhance, or any of its employees, as an employee for any purpose.
4. Payment and Collection. Unless otherwise specified in writing, invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month.
5. Force Majeure. Neither party shall be responsible for any delay or failure in delivery or performance of any of its duties hereunder due to acts of God, acts or omissions or any other occurrence commonly known as force majeure, including war, riots, acts of terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances that prevent or hinder the manufacture or delivery of the Parts. Such party may cancel or delay performance hereunder for so long as such performance is delayed by such occurrence and in such event the party shall have no liability to the other party.
6. Warranties. THESE PRODUCT DESIGN SERVICES ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7. Limitation of Liability. ENHANCE DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR LOST REVENUE OR PROFITS OR LOSS OF BUSINESS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ENHANCE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. CLIENT AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCT DESIGN SERVICES, ENHANCE IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT INVOICED FOR THE APPLICABLE SERVICES.
8. Disclaimer. Enhance will seek to utilize best efforts in identifying similar prior art in the patent search, however Enhance does not represent that the results of the patent search are completely exhaustive.
9. Indemnification. Client agrees to indemnify Enhance, its employees, agents, representatives and suppliers from and against any and all liability, claims, damages and other expenses (including attorneys’ fees, court costs and litigation expenses) arising out of or relating to any claim or action, regardless of form, concerning any breach of this Agreement by Client, any acts or omissions by Client relating to Client’s performance under this Agreement, and any claim of third parties arising out of this Agreement or the sale of services hereunder. Client will also indemnify, defend and hold Enhance harmless from any claim that the product designed from the services hereunder violate any patent or proprietary rights of a third party. It is the Client’s responsibility to pursue patent, copyright or other proprietary rights protection.
10. Choice of Law/ Binding Arbitration. This Agreement and any sales hereunder shall be governed by the internal laws of the State of Minnesota. Any dispute which cannot be resolved by mutual agreement of the parties shall be settled by arbitration in accordance with the commercial rules then in effect of the American Arbitration Association. The place of arbitration shall be Minneapolis, Minnesota. All arbitrators shall be knowledgeable in matters related to the type of supplies and services provided hereunder. The arbitration decision and award shall be binding on the parties and judgment thereon may be entered in any court of competent jurisdiction.